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R 2948 ,-- ' . \ . ,- REroLurION ro. ...t2~.!L... RESOLtn'ION OF THE CITY <XXJt.CIL OF THE CITY OF ARROYO WAIDE AIJI'OORIZIro THE EXEX:Ul'ION AID DELIVERY OF AN ImTALUIENl' PURCHASE JIGREE2mNl' , AN ImTALUIENl' SALE JIGREE2mNl', A 'mrm J\GREEMNr, A <DNmACl' OF PURCHASE, AN OFFICIAL STATEmm' AID CERTAIN 0l'HER ACl'I0R3 IN <nHrrION 'l'IImmITH RELATIro TO AN INSTALUIENl' PURCHASE AID SALE FINI\OCIro FOR ARROYO GRANDE HOOPITAL WHEREM, the City Council of the City of Arroyo Grande (the "City") has, -- by resolutions adopted on October 9, 1990, provided for and authorized an installment purchase and sale financing on behalf of Vista Hospital Systems, Inc. (herein called the "Corporation") , wich owns and operates Arroyo Grande Hospital, located in the City, wich program included the acquisition, inprovements and betterments to the facilities of the Corporation and such facilities as are appurtenant thereto, acquisition of equipment, refinancing " outstanding indebtedness, and paynent of fees and expenses incurred in connection with the installment purchase and sale financing, and the execution and delivery of the City's Certificates of Participation, Series 1990A (the "1990 Certificates") in connection therewith; and WHEREAS, the Corporation has requested the assistance of the City (i) in the advance refunding of the 1990 Certificates and (Ii) providing working capital (collectively, the "Project"), through an installment purchase and sale financing and the execution and delivery of the City's Certificates of Participation, Series 1992A (collectively, the "Certificates") in connection therewith; and WHEREM, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), to qualify as obligations, the interest on \\hich is excluded fran gross income for federal income tax purposes, the issuance of such obligations requires approval, following a public hear ing, by the elected legislative body of the issuer of the obligations and of the goverm,nental unit having jurisdiction over the area in wich the project financed by the obligation is located; and WHEREM, the facilities of Arroyo Grande Hospital are located wolly within the geograIiJical jurisdiction of the City; and WHEREM, the City Council of the City (the "City Council") is the elected legislative body of the City; and WHEREM, a notice of a public hearing with respect to the proposed execution of the Certificates was published in a newspaper of general circulation in the City; and WHEREM, the City Council held the said public hearing, at wich time an opportunity was provided to present argwnents both for and against the execution of the Certificates and the nature and location of the Project; and WHEREM, the City Council has considered such request and is willing to - assist in such financing. ooq, THEREFORE, BE IT RESOLVED by the City Council, as follows: 1. '!he proposed form of installment purchase agreement, dated as of Septerrber IS, 1992, between the City and the Corporation, presented to this meeting, is hereby approved. '!he City Council hereby specifically finds and declares that the representations of the City set forth in Section 2.1 of said form of installment purchase agreement are true and correct. '!he Mayor, the City ---- ----- -, I , . ". , REroLurION ro. .L~L.tL.. 2 Manager of the City or such other appropriate City official as may be designated in writing by either of them are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an installment purd!ase agreement in substantially said form, provided that the Sale Price specified in Section 4.2 thereof does not exceed $22,550,000, and with such other d!anges - therein' as such officer may require or approve, such approval to be conclusively evidenced by the execution and deli very thereof. The payment dates, interest cooponents, terms of prepayment, and other terms of said installment payments shall be as provided in said installment purd!ase agreement, as finally executed. 2. The proposed form of installment sale agreement, dated as of Septatber l5, 1992, between the City and the Corporation, presented to this meeting, is I hereby approved. The City Council specifically finds and declares that the I I findings of the City set forth in Section 2.2 of said form of installment sale agreement are true and correct. The Mayor, the City Manager of the City or sud! " other appropriate City official as may be designated in writing by either of them are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an installment sale agreement in substantially said form, with such changes therein as sud! officer may require or approve, sud! approval to be conclusively evidenced by the execution and delivery thereof. 3. The proposed form of trust agreement, dated as of Septatber 15, 1992, aIrOng the City, the Corporation and First Interstate Bank of California, presented to this meeting, is hereby approved. The Mayor, the City Manager of - the City or such other appropriate City official as may be designated in writing by Edther of them are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver a trust agreement in substantially , said form, with such changes therein as sud! officer may require or approve, sud! I approval to be conclusively evidenced by the execution and delivery thereof. 4. The proposed form of contract of purchase among The First Boston Corporation, as purd!aser (herein called the "Purd!aser"), the City and the Corporation, presented to this meeting, including the Corporation's Letter of Representation and Indemnification attad!ed as an Exhibit thereto, is hereby approved. The Mayor, the City Manager of the City or sud! other appropriate City official as may be designated in writing by either of them are hereby authorized and directed to execute and deliver to the Purchaser a contract of purchase in substantially said form, with such changes therein as such officer may require or apprOve, such approval to be conclusively evidenced by the execution and delivery thereof. 5. The proposed form of preliminary official statement relating to the installment purchase and sale financing, presented to this meeting, is hereby ..., I approved. The Mayor, the City Manager of the City or such other appropriate City official as may be designated in writing by either of them are hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an official statement in substantially said form as having been so approved by the City, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and deli very thereof. The Purchaser is hereby author ized to distr ibute copies -.----.....------ ---- -.-- ~~- . - ~ - - , . RESOWl'ION roo ~J.i~~~ 3 of said preliminary official statement to prospective purchasers of the Certificates described therein and to distribute copies of said official statement as finally executed to all actual purcnasers of the Certificates. 6. Forms of the proposed installlrent purchase agreement, insta1l1rent sale agreement, trust agreement, contract of purcnase and official statement are on i file in the office of the City Clerk. L 7. '!be City Clerk is hereby authorized and directed to attest the signature of the Mayor, the City Manager of the City or such other appropriate City official as may be designated in writing by either of them who has signed any of the documents Jrentioned herein and to affix and attest the seal of the City as may be required in connection with the execution and delivery of the installlrent purchase agreement, installJrent sale agreement, trust agreement, contract of purchase and official statement in accordance with this resolution. '- 8. '!be officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver 'any and all documents that they may deem necessary or advisable in order to c:onsUl1ll1Eite the execution and delivery of the documents approved in this resolution and otherwise to carry out, give effect to and cooply with the terms and intent of this resolution and the documents approved hereby. 9. It is the purpose and intent of the City Council that this resolution constitute approval of the issuance of the obligations of the City by the applicable elected legislative body in accordance with Section 147 (f) of the Code. - On motion of Council Member ~_~e~l_~~--~~--~--~--~--' seconded by Council Member ~__I?<2~~J;L~..--..-~.._-, and on the following roll call vote, to wit: AYES: Council Members Smith, Dougall, Gallagher, Moots and Mayor Milli roES: None ABSmI': None the foregoing Resolution was passed and adopted this 8th day of Septatber, 1992. ~~~ . MILL! , A'lTEST: -~~;~ NI\OCY A. S, CI'lY CLERK APPROVED 1\5 TO FORM --..- Jw" ~~~~~ 1 ,....- " i \. I , CLERK' 5 CERTIFICATE I, ..~..~~~:L.i:..~!?~..~~::, City Clerk of the City of Arroyo Grande, California (the .City"), do hereby certify, under penalty of perjury, as follows: The foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of the City. duly and legally held at the regular meeting place thereof on Septent>er B, 1992, of ~ich meeting said menbers had due notice by the following vote: - AYES: Council Members Smith, Dougall, Gallagher, Moots and Mayor Millis IDES: None ABSENl': None I have carefully conpared the same with the original minutes of said meeting on file and of record in my office; and said resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and Said resolution has not been amended, modified or rescinded since the date Of its passage; and the same is now in full force and effect. Dated: September _lJ, 1992 ~~~a~..~__ City erk of the City of Arroyo Grande - I l j i , I i I , I